LGMA - Local Government Management Association of British Columbia

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Constitution & Bylaws

Constitution

  1. The name of the society is the Local Government Management Association of British Columbia.
  2. The purposes of this society are to promote professional management and leadership excellence in local government and to create awareness of the municipal officer's role in the community.
  3. (1) The purposes set out in section 2 are to be achieved by:
    1. ensuring the provision of education and career development programs;
    2. promoting professional standards and ethics;
    3. representing the municipal officer profession;
    4. facilitating communication and information sharing among members and related agencies;
    5. developing resource materials for local government operations; and
    6. organizing an annual conference and supporting regional chapters.
    (2) This section is alterable.

Bylaws

Part 1 - Interpretation Part 8 - Seal
Part 2 - Membership Part 9 - Borrowing
Part 3 - Meetings of Members Part 10 - Independent Review
Part 4 - Proceedings at General Meetings Part 11 - Notice to Members
Part 5 - Board of Directors and Executive Director Part 12 - Bylaws
Part 6 - Proceedings of the Boards of Directors Part 13 - Regional Chapters
Part 7 - Duties of Officers and the Executive Director

Part 1 - Interpretation

1.01 (1) In these bylaws, unless the context otherwise requires,

  1. "Board of Directors" means the directors of the society as set out in bylaw 5.02;
  2. "society" means the Local Government Management Association of British Columbia;
  3. "the Act" means the Society Act of the Province of British Columbia from time to time in force and all amendments to it; and
  4. "registered address" of a member means his address as recorded in the register of members of the society.

(2) The definitions in the Act on the date these bylaws become effective apply to these bylaws.

1.02 Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.

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Part 2 - Membership

2.01 The members of the society are those persons who became members at the time of incorporation of the society, and those persons who subsequently have become members, in accordance with these bylaws and, in either case, have not ceased to be members.

2.02 (1) Regular membership in the society is open to full-time, appointed management or statutory officials and their deputies and assistants in:

  1. any municipality or regional district in British Columbia; and
  2. any municipally oriented organization whose primary purpose and function is local government as designated and approved by the Board of Directors provided that if a regular member resigns from or leaves his or her employment with a municipality, regional district, or recognized organization and is not re-employed within a period of 1 year, he or she is no longer entitled to be a regular member of the society.

(2) Affiliate membership is open to those persons having an interest in local government administration. Each application for affiliate membership is subject to the approval of the Board of Directors. A person granted an affiliate membership is not entitled to vote at general meetings or to be a director.

(3) A life membership may be awarded by the Board of Directors to any person who, in the opinion of the Board of Directors, has made a recognized contribution to this society. Any life membership so awarded shall be reported during the following annual conference and a certificate of life membership shall be presented to the recipient at that time.

(4) A student membership in the society is available to a student enrolled in a full-time course of studies in an accredited Canadian post-secondary educational institution. A person granted a student membership is not entitled to vote at general meetings or to be a director.

(5) A retired membership in the society is available to an individual who was a member of the Association immediately prior to retirement; is in receipt of a municipal retirement pension or equivalent and is retired from regular full time employment. A person granted a retired membership is not entitled to vote at general meetings or to be a director.

2.03 Every member shall uphold the constitution and comply with these bylaws.

2.04 Persons mentioned in bylaw 2.02 desiring membership in the society may, on payment of a fee set annually by the Board of Directors, have membership in the society for the current fiscal year.

2.05 A person shall cease to be a member of the society

  1. by delivering his or her resignation in writing to the Secretary-Treasurer of the society or by mailing or delivering it to the address of the society,
  2. on his or her death or in the case of a corporation on dissolution,
  3. on being expelled, or
  4. on having been a member not in good standing for 12 consecutive months.

2.06 (1) A member may be expelled by a special resolution of the members passed at a general meeting.

(2) The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

(3) The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

2.07 All members are in good standing except a member who has failed to pay his or her current annual membership fee or any other subscription or debt due and owing by him or her to the society and he or she is not in good standing so long as the debt remains unpaid.

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Part 3 - Meetings of Members

3.01 General meetings of the society shall be held at such time and place, in accordance with the Act, as the Board of Directors decides, but shall only be held as often as the business of the society requires.

3.02 (1) Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

(2) When it deems necessary, the Board of Directors may by majority resolution convene an extraordinary general meeting.

3.03 (1) Notice of a general meeting shall specify the place, day and hour of meeting, and, in case of special business, the general nature of that business.

(2) The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.

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Part 4 - Proceedings at General Meetings

4.01 Special business is:

  1. all business at an extraordinary general meeting except the adoption of rules of order, and
  2. all business transacted at an annual general meeting except,
    1. the adoption of rules of order,
    2. the consideration of the financial statements,
    3. the report of the Board of Directors,
    4. the report of the Independent Review Team (Audit Firm),
    5. the election of officers or directors,
    6. the selection of the Independent Review Team (Audit Firm), and
    7. the other business that, under these bylaws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the Board of Directors issued with the notice convening the meeting.

4.02 (1) No business, other than the election of a member to preside and the adjournment or termination of the meeting shall be conducted at a general meeting at a time when a quorum is not present.

(2) If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.

(3) 25 regular members in good standing constitutes a quorum at any meeting of the society.

(4) A quorum for any meeting of the Board of Directors shall be a simple majority of the number of directors.

(5) A quorum for any meeting of a committee of the society shall be a simple majority of the number of members of the committee.

4.03 If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present 30 minutes from the time appointed for the meeting, the members present constitute a quorum.

4.04 Subject to bylaw 4.05, the President, the First Vice-President or the Second Vice-President, or in their absence, another member of the Board of Directors present, shall preside at a general meeting.

4.05 If at a general meeting

  1. there is no President, either Vice-President, or another member of the Board of Directors present within 15 minutes after the time appointed for holding the meeting, or
  2. the President, both Vice-Presidents and all other members of the Board of Directors present are unwilling to preside the members present shall elect one of their number to preside.

4.06 (1) A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(2) Where a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as set out in bylaw 3.03 and Part 11.

(3) Except as provided in this bylaws, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

4.07 (1) All resolutions proposed at a meeting must be seconded and the presiding member of a meeting may not move or propose a resolution.

(2) In case of an equality of votes the presiding member shall not cast a second vote in addition to the vote to which he or she may be entitled as a member and the proposed resolution shall not pass.

(3) Any question of procedure, not especially set out in these bylaws, shall be decided by the presiding member.

4.08 (1) A member in good standing is entitled to one vote on every question.

(2) Voting is by show of hands unless the members otherwise decide.

(3) Voting by proxy is not permitted.

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Part 5 - Board of Directors and Executive Director

5.01 (1) The Board of Directors may exercise all such powers and do all such acts and things as the society may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in general meeting, but subject, nevertheless, to

  1. all laws affecting the society,
  2. these bylaws, and
  3. rules, not being inconsistent with these bylaws, which are made from time to time by the society in general meeting.

(2) No rule, made by the society in general meeting, invalidates a prior act of the Board of Directors which would have been valid if that rule had not been made.

5.02 (1) The Board of Directors is composed of a number of directors which may be fixed or changed from time to time, but shall not be less than three and shall consist of:

  1. the officers;
  2. an appointed representative from each regional chapter established under Part 13 of these bylaws; and
  3. two directors elected at large from the regular membership of the society at the annual general meeting for a two year term, with one director to be elected each year to provide for staggered terms of office.
  4. The past president

(2) The officers of the society are the President, the First Vice-President, the Second Vice-President and the Secretary-Treasurer, who shall be elected at each annual general meeting.

(3) All members of the Board of Directors shall meet the regular membership requirements set out in Part 2 of these bylaws; otherwise their positions in office shall be declared vacant.

(4) The Board of Directors shall be responsible for the supervision, control and administration of the affairs of the society and the prompt and efficient conduct of all business allotted to it or assigned to it, from time to time, by the society and shall hold its meetings on such dates as may be fixed by resolution or at the call of the President.

5.03 (1) To carry out the objects of the society, the Board of Directors shall make such arrangements as are necessary to hold a conference each year at a time and place decided by the Board of Directors to coincide with the annual general meeting.

(2) At least 3 weeks' notice of such conferences shall be given to each member.

(3) The fee for the annual conference shall be determined by the Board of Directors and notification of the amount of such fee shall be sent to the members with the notice of the annual conference. The conference fee may be different for different categories of membership. The applicable fee shall be payable by all members to the Secretary-Treasurer on or before the commencement of each conference. Those members in default shall be barred from taking part in the annual conference.

5.04 (1) Officers and directors at large shall be elected at the annual general meeting.

(2) Each candidate for office must be nominated in writing by two regular members in good standing at the annual general meeting before his or her nomination can be accepted. The nominators must have the written consent of the candidate prior to his or her nomination. if only one person is nominated for an office, the President shall declare that person elected by acclamation. If more than one person is nominated for an office, balloting shall proceed and the person receiving the highest number of votes shall be declared elected.

(3) Each regular or life member shall be entitled to one vote.

(4) The Board of Directors so elected shall take office following the adjournment of the annual general meeting at which they were elected and shall hold office until the next Board of Directors takes office.

(5) The Board of Directors may at any time and from time to time appoint a regular member to fill a vacancy in the Board of Directors. A person appointed to fill a vacancy of an officer or director holds office only until the next annual general meeting of the society; but he or she is eligible for re-election at that meeting.

(6) In the event of a vacancy occurring in the office of President, the First Vice-President shall be Acting President for the balance of the term of President. The Acting President will be eligible to be nominated and elected President at the next annual general meeting.

(7) The members of each regional chapter established under Part 13, shall elect their representative.

5.05 No act or proceeding of the Board of Directors is invalid only by reason of there being less than the prescribed number of officers or directors in office.

5.06 The members may by special resolution remove a member of the Board of Directors before the expiration of his or her term of office, and may elect a successor to complete the term of office.

5.07 No member of the Board of Directors shall be remunerated for being or acting as such but shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the society.

5.08 The Board of Directors shall appoint an Executive Director as an employee of the society. The Board of Directors shall establish the level of remuneration to be paid to the Executive Director for carrying out his or her assigned duties and he or she shall also be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the society.

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Part 6 - Proceedings of the Boards of Directors

6.01 (1) The Board of Directors may meet at such places as it deems appropriate for the dispatch of business, adjourn and otherwise regulate its meetings and proceedings as the Board of Directors see fit.

(2) A majority of the members of the Board of Directors then in office shall be a quorum, unless otherwise so fixed by a resolution of the Board.

(3) The President shall preside at all meetings of the Board of Directors. Where the circumstances so require, bylaw 7.02 shall apply. If neither the First or Second Vice-Presidents are present, those members of the Board of Directors in attendance may choose one of their number to preside at that meeting.

6.02 (1) The Board of Directors may establish committees to carry out the objects of the society on matters it considers would be better regulated and managed by means of committee, and may appoint persons to serve on such committees.

(2) A committee so formed shall conform to any rules that may be imposed on it by the Board of Directors, and shall regularly report its activities to the Board of Directors at the earliest opportunity.

(3) Subject to the instructions of the Board of Directors, a committee shall determine its own procedure.

6.03 (1) A minimum of 2 weeks' notice of a meeting of the Board of Directors shall be given to every officer and director. Such notice may be transmitted to a director by telecopy or electronic mail at an address that is acceptable to him or her.

(2) For a first meeting of the Board of Directors held immediately following the appointment or election of an officer or director at an annual or other general meeting of members, or for a meeting of the Board of Directors at which a member is appointed to fill a vacancy in the Board of Directors, it is not necessary to give notice of the meeting to the newly-elected or appointed member for the meeting to be duly constituted, if a quorum of the Board of Directors is present.

6.04 A director, who may be absent temporarily from British Columbia, may send or deliver to the address of the society, by letter, telegram, telecopy or electronic mail, a waiver of notice of any meeting of the Board of Directors and may at any time withdraw the waiver, and until the waiver is withdrawn.

  1. no notice of meetings of the Board of Directors need be sent to that director, and
  2. any and all meetings of the Board of Directors, notice of which has not been given to that member shall, if a quorum of the Board of Directors is present, be valid and effective.

6.05 (1) Questions arising at any meeting of the Board of Directors and a committee established under bylaw 6.02, shall be decided by a majority of votes.

(2) In case of an equality of votes, the presiding member shall not cast a second vote and the proposed resolution shall not pass.

6.06 All resolutions proposed at a meeting of the Board of Directors and a committee established under bylaw 6.02, must be seconded. The presiding member of a meeting shall not move or propose a resolution.

6.07 A resolution in writing, signed by all directors and placed with the minutes of the Board of Directors is as valid and effective as if regularly passed at a meeting of the Board of Directors.

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Part 7 - Duties of Officers and the Executive Director

7.01 (1) The President is the chief executive officer of the society and shall supervise the other Officers in the execution of their duties and generally oversee the affairs of the society in a manner that best promotes its prosperity and protects its interests.

(2) The President shall ensure that a report, containing a complete and comprehensive account of the society's activities during his or her term of office, is prepared for the annual general meeting. This report may include any recommendations which, in his or her judgment, are in the best interests of the society.

7.02 (1) The First Vice-President shall carry out the duties of the President during his or her absence, and for that purpose, has all the powers and is subject to the same rules as the President.

(2) In the absence of the President and the First Vice-President, the Second Vice-President shall carry out the duties of the President, and for that purpose, has all the powers and is subject to the same rules as the President.

7.03 (1) The Secretary-Treasurer shall:

  1. ensure that the correspondence of the society is conducted;
  2. ensure that notices of all meetings of the society and the Board of Directors are issued;
  3. ensure that minutes of all meetings of the society and the Board of Directors are kept;
  4. ensure that all records, documents, the common seal and other property of the society are secure;
  5. ensure that the register of members is maintained;
  6. supervise the financial transactions of the society;
  7. ensure that the society's books and accounts are submitted to the Review team when directed by them to do so; and
  8. render financial statements to the Board of Directors, members and others when required, and prepare for submission to the annual general meetings a statement of the financial position of the society.

(2) In the absence of the Secretary-Treasurer from a meeting, the Board of Directors shall appoint another person to act as secretary at the meeting.

7.04 (1)  All accounts due by the Society that are paid by cheque having a value of less than or equal to twenty thousand dollars ($20,000) shall be signed

  1. by either the President, Vice Presidents, Secretary-Treasurer,   Directors at Large together with either the Executive Director or Manager of Financial and Program Administration; or
  2. by the Executive Director together with the Manager of Financial and Program Administration.

(2) All accounts due by the society that are paid by cheque having a value over twenty thousand dollars ($20,000), shall be signed by either the President, Vice Presidents, Secretary-Treasurer or Directors at Large, and the Executive Director or the Manager of Financial and Program Administration.

(3) All contracts or agreements for works or services having received prior budget approval and having a value of less than or equal to forty thousand dollars ($40,000) shall be signed by either the Executive Director or the Manager of Financial and Program Administration.

4) All contracts or agreements having a value over forty thousand dollars ($40,000) shall be signed by either the Executive Director or the Manager of Financial and Program Administration and shall receive the approval of the Board before signing.

7.05 The Executive Director and any other employee of the society who may be so required by the Board of Directors shall furnish a bond in such amount and with such sureties as the Board shall approve. The cost of such bonds shall be paid by the society and shall be kept by the President.

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Part 8 - Seal

8.01 The Board of Directors may provide a common seal for the society and may destroy a seal and substitute a replacement.

8.02 The common seal shall be affixed only when authorized by a resolution of the Board of Directors. Whenever the seal is used, it shall be authenticated by the signature of the President or the Secretary-Treasurer, and the signature of the Executive Director; or other members of the Board of Directors prescribed in the resolution.

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Part 9 - Borrowing

9.01 In order to carry out the purposes of the society the Board of Directors may, on behalf of and in the name of the society, raise or secure the payment or repayment of money in the manner it decides, and, in particular but without limiting the foregoing, by the issue of debentures.

9.02 No debenture shall be issued without the sanction of a special resolution.

9.03 The members may by special resolution restrict the borrowing powers of the Board of Directors, but a restriction imposed expires at the next annual general meeting.

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Part 10 - Independent Review

10.01 At each annual general meeting, the society shall select the Independent Review Team to hold office until re-selected or a successor is selected at the next annual general meeting.

10.02 Should a member of the Independent Review Team vacate his office, the Board of Directors shall appoint another team member to fill this vacancy until the next annual general meeting.

10.03 A member of the Independent Review Team may only be removed by a special resolution of the society.

10.04 A member of the Independent Review Team shall be promptly informed in writing of appointment or removal.

10.05 No member of the Board of Directors and no employee of the society shall be a member of the Independent Review Team.

10.06 For the purposes of Independent Member Review and payment of membership fees, the fiscal year of the society shall be from January 1st to December 31st, in each year.

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Part 11 - Notice to Members

11.01 Notice of a general meeting may be given to a member, either personally or by mail to him or her at his or her registered address.

11.02 A notice sent by mail shall be deemed to have been given on the seventh day following that on which the notice is posted, and in proving that notice has been given it is sufficient to prove that the notice was properly addressed and put in a Canadian post office receptacle.

11.03 (1) A minimum of 3 weeks notice of a general meeting shall be given to every member shown on the register of members on the day notice given.

(2) No other person is required to be notified of a general meeting.

11.04 Notices, other than of a general meeting, may be transmitted to a member by telecopy or electronic mail at an address that is acceptable to him.

Part 12 - Bylaws

12.01 On being admitted to membership, a member is entitled to and the society shall give him or her, without charge, a copy of the constitution and bylaws of the society.

12.02 These bylaws shall not be altered or added to except by special resolution.

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Part 13 - Regional Chapters

13.01 (1) The establishment of the following regional chapters is authorized:

  1. Vancouver Island,
  2. Lower Mainland,
  3. Okanagan,
  4. North Central,
  5. West Kootenay, and
  6. East Kootenay.

13.02 The name of a regional chapter shall consist of the words, "Municipal Officers' Association" or the words "Local Government Management Association", with the geographical area which it represents as a prefix or suffix to those words.

13.03 (1) Any 5 or more regular members, from at least 5 separate municipalities and/or regional districts in British Columbia, may organize themselves into a regional chapter and apply for recognition at an annual general meeting. Such application must be submitted in writing to the Board of Directors, together with the written approval of each regional chapter whose geographical area currently includes the applicable municipalities or regional districts.

(2) It is the duty of the Board of Directors to notify all members of the society of any such application and to draft a special resolution for consideration at the next annual general meeting.

13.04 (1) Each regional chapter may submit written recommendations to the Board of Directors regarding the agenda of an annual general meeting or any other pertinent matters affecting the society.

(2) In accordance with its bylaws, each regional chapter is entitled to elect from its members a representative who shall be a Director of the society. The Secretary-Treasurer shall be promptly notified by each regional chapter of all such appointments.

(3) Each regional chapter may also elect an alternate member who shall represent his or her regional chapter in the event that the duly appointed Director is unable or unwilling to fulfil his or her obligations as Director.

(4) In the event that a regional chapter Director is unable to attend a meeting of the society, the Board of Directors or another authorized function, the alternate member may represent the regional chapter in place of the Director.

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